Hanesbrands Inc. — Director's Dealing 2015

Mar 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2015-03-18

Reporting Person: NOLL RICHARD A (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-18	Common Stock	M	623728	$6.09	Acquired	1727604	Direct
2015-03-18	Common Stock	F	355949	$34	Disposed	1371655	Direct
2015-03-19	Common Stock	S	267779	$33.88	Disposed	1103876	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-18	Employee Stock Option (right to buy)	$6.09	M	623728	Disposed	2019-12-08	Common Stock (623728.0)	Direct

Footnotes

F1: The option exercise and sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 20, 2014. For additional information, please refer to Item 9B of the Issuer's Annual Report on Form 10-K filed with the SEC on February 6, 2015.

F2: Represents a "net exercise" of outstanding stock options. These shares were withheld by Hanesbrands Inc. for payment of the exercise price and applicable taxes, based on the market price of Hanesbrands Inc. common stock at the time of the option exercise on March 18, 2015 of $34.00.

F3: This transaction was executed in multiple trades at prices ranging from $33.62 to $34.28. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the SEC staff, Hanesbrands Inc. or any security holder of Hanesbrands Inc. full information regarding the number of shares sold at each separate price.

F4: This option was previously reported as covering 155,932 shares at an exercise price of $24.33 per share, but was adjusted to reflect a 4-for-1 stock split that occurred on March 3, 2015.

F5: The options vest in three installments of 33% on December 8, 2010, 33% on December 8, 2011 and 34% on December 8, 2012.